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$TER
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10-Q
Oct 30, 4:01 PM ET
TERADYNE, INC 10-Q
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Contents
9
a) Engage in any work (whether as an owner, partner, officer, employee, executive, director, investor, lender, consultant, independent contractor or otherwise, except as the holder of not more than 1% of the combined voting power of the outstanding stock of a publicly held company) with or for Fanuc, Doosan, Techman, which you agree and acknowledge are direct competitors of Teradyne;
b) Either alone or in association with others, recruit, solicit, hire or engage as an independent contractor, any person who was employed by Teradyne at any time during the period of your employment with Teradyne, except for an individual whose employment with Teradyne has been terminated for a period of six months or longer; or
c) Either alone or in association with others, solicit, divert or take away, or attempt to divert or to take away, the business or patronage of any client or customer or entity that was a prospective client or customer of Teradyne during your employment.
Additionally, for the 12 months following the Separation Date, you agree that you shall not directly or indirectly engage in any work acting as an advisor or consultant to any activist investor or potential counter party in any divestment of Teradyne Robotics or any of its business units.
If any restriction set forth in this Section 12 is found by any court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, the parties agree that it shall be interpreted to extend only over the maximum period of time, range of activities or geographic area as to which it may be enforceable.
You acknowledge that the restrictions contained in this Section 12 are necessary for the protection of the business and goodwill of Teradyne and are considered by you to be reasonable for such purpose. You agree that any breach of this Section 12 will cause Teradyne irreparable harm and therefore, in the event of any such
breach, in addition to such other remedies that may be available, Teradyne shall have the right to seek equitable and/or injunctive relief. In the event of any court action with regard to Section 12 of this Agreement, the prevailing party shall be entitled to receive from the non-prevailing party and the non-prevailing party shall pay upon demand all reasonable fees and expenses of counsel for the prevailing party.
The geographic scope of this Section 12 shall extend to anywhere Teradyne or any of its subsidiaries is doing business, has done business or has plans to do business as of the Separation Date.
If you violate the provisions of this Section 12, Teradyne shall be entitled to discontinue any further payment of the Severance Benefits and you shall continue to be bound by the restrictions set forth in this Section 12 for an additional period of time equal to the duration of the violation, such additional period not to exceed 12 months.